ARTICLE I Fiscal Year
The fiscal year of the Association shall be the calendar year. Dues are payable at the beginning of each fiscal year.
ARTICLE II Membership and the Right to Vote
Membership Qualifications and Privileges: (The use of the word "person" in this Article shall also apply to corporations or other organizations).
A person having an interest in supporting the Goals and Objectives of the Association is eligible for membership. Persons whose dues are either exempt or paid for the current fiscal year are entitled to full participation in the activities of the Association, including the right to vote at the Annual Meeting or special meetings of the members, provided that this right is limited to one vote per membership of record.
Section 2. Membership Classification:
There are three classifications of membership. They are:
ARTICLE III Membership Meetings
The Annual Meetings of the members shall be held each year at a time and place fixed by the Board of Directors. Written notice of the Annual Meeting shall be given in the official publication of the Association at least ten days in advance of the meeting, giving the date, time and place of the meeting. The members shall elect directors and transact such other business as is proper for the meeting. A majority of the voting members present and voting shall decide all questions except as stated in Article VIII.
Special meetings of the members may be called at any time by the President, or by at least five members of the Board, or by at least fifty voting members of the Association. Written notice of special meetings, stating the date, time, place and purpose, shall be given to all members at least ten days in advance of the meeting, either in the official publication of the Association or by special mailed notice, in accordance with Section 317A.433, Minnesota Statutes. It is understood that each notice must comply with all legal requirements.
A quorum at meetings of members shall be fifty voting members, or ten per cent of the members entitled to vote, whichever is less. Written proxies may be permitted at the meetings.
ARTICLE IV Board of Directors
Eligibility requirements for persons to be elected to the Board of Directors are:
The term for Board members shall be two years. The number of Board members shall be no less than twelve and no more than eighteen. Failure to meet the required minimum shall not prevent the Board from having a lawful meeting, provided there is a quorum of at least seven Board members present.
The Board of Directors shall have the general supervision and management of the affairs of the Association and shall determine and direct its activities, policies and general procedures. It shall be responsible for securing, properly keeping and expending necessary funds, and shall receive and examine reports of staff and committees on a regular basis, covering services performed and finances received and expended.
The annual meeting of the Board shall be held on the same day and immediately after the Annual Meeting of the Members, and the Board shall elect from the Board the officers prescribed in Article V. The Board shall also elect a Treasurer who need not be a Board member. Other business may also be transacted at this meeting.
The Board of Directors may fill any vacancy in the Board which shall exist at any time for a term extending to the next Annual Meeting of the Members when the vacancy shall be filled by regular election for the unexpired term of the vacancy.
The Board shall meet on a monthly basis during the period from March through November, provided that there shall be at least six regular meetings of the Board per year.
In an emergency, a Special Meeting of the Board may be called by the President or, upon the President's failure to act, by three Board members. An abbreviated notice shall be given of the purpose, time and place of the meeting. Attendance by a Board member constitutes a waiver of notice, unless the Board member objects to the transaction of business and does not participate in the meeting. If a quorum exists, without counting non-participants, action may be taken by a majority of those voting.
A quorum for Board meetings shall be a majority of its members.
During a regular or special meeting of the Board, action may be taken by a majority of those voting.
Any member who misses three regular meetings of the Board during any twelve month period shall be dropped from Board membership unless a majority of the Board determines that the member could not reasonably have been expected to attend one of the meetings.
Section 11. INDEMNIFICATION.
The Association shall indemnify a person or persons to the fullest extent provided by M.S., Sec. 317A.521.
ARTICLE V Officers
The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer. The Treasurer need not be a Board member.
The President shall preside at all meetings of the Board of Directors, and shall exercise the powers and duties usually pertaining to the office of President.
The Vice President shall assist the President in the discharge of his/her duties, and shall serve out the unexpired term of the President in the event of her/his inability to act. The Vice President shall also serve as Acting President during the temporary absence of the President.
The Secretary shall be responsible for the maintenance of accurate and complete records of the meetings of the members and of the Board and for the preparation and giving of notices of all meetings of the members and of the Board. He or she shall also perform such other duties usually pertaining to the office of Secretary.
The Treasurer shall be responsible for keeping accurate and complete records of the money and property of the Association in a manner satisfactory to the Board, and for depositing the money of the Association in such banks as may be approved by the Board. He or she shall perform such other duties as may be directed by the Board.
The terms of all officers shall be one year or until their successors are elected.
ARTICLE VI Annual Statement
The Board shall present a full and complete statement of the business and condition of the Association at each Annual Meeting. In addition, the Board shall submit a budget for the coming fiscal year, which budget shall be governed by the following rules:
ARTICLE VII Miscellaneous
All legal documents and papers authorized by the Board shall be executed on behalf of the Association by any two of the following: President, Vice President, Secretary or one of the above together with any other Board member.
Section 2 below applies specifically to Association checks.
All checks drawn upon any accounts of the funds of the Association shall be signed by such persons as may be authorized by resolution of the Board.
ARTICLE VIII Amendments
These Bylaws may be amended by a two-thirds majority vote of the members (one vote per membership) present at any Annual Meeting or at any Special Meeting called for that purpose. The written notice shall include a copy of the proposed amendment or amendments. Otherwise, the notice shall comply with the requirements of Article III above, except that in case of a Special Meeting, the notice may also be given by mail.
UPDATED March 8, 2005